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With Captain Picard assimilated by the Borg, the enemy is able to totally obliterate a Starfleet armada at Wolf 359, leaving Riker in command of the Enterprise and forced to go one on one with his former captain. (Season premiere)

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Geordi La Forge reports that the main deflector dish is seconds away from discharging. Hope and concern is on the face of the entire bridge crew as they look at what the Borg have done to CaptainPicard on the viewscreen. The USS Enterprise opens fire with its deflector dish-weapon which impacts the Borgship… and does absolutely no damage. Shelby is incredulous as Riker realizes the futility of their resistance and orders La Forge to cease fire. Riker laments aloud that the Borg couldn't have possibly have adapted that quickly but Locutus states that the knowledge and experience of Picard has been added to the Borg's collective consciousness and that they are now prepared for all possible courses of action that the Enterprise and the Federation are preparing to take. Locutus then notes that their resistance is hopeless, while chillingly addressing Riker as "Number One."

The use of the deflector dish weapon has left the Enterprise disabled. No longer posing a threat and with their main objective, Picard, obtained, the Borg leave the Enterprise behind and resume their course for Earth. AdmiralHanson informs them that their engagement has bought them valuable time to mobilize a fleet of 40 starships at Wolf 359, with more on the way. The Klingons are sending ships to assist and Hanson has even thought of opening communications with the Romulans. Shelby warns the admiral that with the assistance of Picard, the Borg are now ready for anything Starfleet may have prepared. Hanson tells Shelby a tale of watching a Starfleet freshmancadet passing four upperclassmen on the final leg of a forty kilometer run on Danula II, which made him the only freshman to ever win the Starfleet Academy marathon. Hanson explains that he made it his business to get to know that cadet, Picard, and has come to know him very well and makes it implicitly clear that he has never met anyone "with more drive, determination or more courage than Jean-Luc Picard" and under no circumstances is Picard assisting the Borg – he is a casualty of war, which Dr.Crusher takes to mean that there will be no recovery of him. Hanson declares that Starfleet intends to hit the Borg ship with everything they can muster and that either they will survive or the Borg will. Hanson laments the loss of Picard and officially awards Riker a field promotion to captain and command of the Enterprise, wishing the circumstances were better, which Riker acknowledges and wishes the admiral luck in the coming battle.

On course for Earth, the Borg continue to assimilate Picard's body, continuing his transformation into Locutus by attaching an arm prosthesis extension and draining the color from his Human skin. From within Locutus, the only sign of the remaining Humanity left within Jean-Luc Picard is a single tear that wells from his eye.

Meanwhile, Worf and newly-promoted Captain Riker discuss in a turbolift how to deal with the Borg's ability to adapt to their hand phasers, as EnsignCrusher suggests creating a chip for the phasers that will automatically re-tune them with every discharge. They both agree that they too can adapt just as well as the Borg, but are left with a severe disadvantage since the Borg have Picard and now know everything they knew, even more than the crew knows themselves. "The Borg have neither honor nor courage. That is our greatest advantage", Worf states to his captain.

Frustration mounts in engineering as Shelby cannot get the shields working again. She reports to Riker that the main deflector dish is operational and that Sherbourne and Barclay are testing it now. She and La Forge agree they should be underway in two to three hours. Riker then praises her for her effort on the Borg ship. She concedes that she didn't get Picard, but he responds that her efforts gave them their shot, and admits that while neither of them have to like each other, Shelby should continue to keep him on his toes. Shelby admits that she may not be Riker's first choice for first officer, which is now vacant; but reminds him that he needs her as she knows how to get things done, and for her knowledge of the Borg. Riker interrupts her that she has a lot to learn, but smiles and notes it was just as he did when he was selected as first officer to Picard. He even admits Picard reminded him of it when Riker expressed of what a pain in the neck she is, at which she can't help but smile at as well. Just then, the Enterprise receives word from the Starfleet armada at Wolf 359, that they have engaged the Borg. Riker quickly heads to the bridge, as Admiral Hanson is relaying news that "the fight does not go well," and are trying to regroup. The signal is abruptly cut off, leaving Riker to wonder what happened.

As the Enterprise completes repairs and heads for Wolf 359, Captain Riker "reluctantly" promotes Shelby to first officer over Data and Worf, as Riker cannot afford to move the current staff and needs everyone where they are. The crew discuss several possible methods for fighting the Borg, including heavy graviton beams, nanites, and phaser upgrades, but all possibilities appear to be long shots at best. Riker's pessimism can be heard even in his encouragements that "our efforts in the coming battle will justify [Captain Picard's] faith in all of us."

"You must let him go, Riker."

Riker then withdraws to Captain Picard's ready room, upset with himself with how poorly the meeting went. Feeling lost without Picard, he asks the captain's empty chair "what would you do?". Guinan, realizing that Riker's attitude is filtering down through the crew through overheard conversations, visits him and insists that the only way to beat Locutus and save Picard is for Riker to let go of Picard and throw away everything the captain would have done. Riker is hesitant as the Enterprise was his ship and the crew his crew, but Guinan reminds him that the Borg now know everything Picard knew. She goes on to remind him that "there can only be one captain" and points to the chair and tells him that it is now his. Further, she states somewhat sternly that Picard was a dear friend to her and that while their relationship was "beyond friendship and beyond family" that she will let him go because she has to. As she leaves and Riker takes the captain's chair to ponder his new role as captain, the Enterprise arrives at Wolf 359. Riker takes the ship to the battle coordinates. Data picks up several ships, which Riker asks if it is the fleet. All the ships are reading no subspace communications and negligible power readings. When asked about life signs, Data responds in the negative. At visual range, Riker orders on screen, and discovers a horror beyond imagination.

Federation starships drift lifelessly at Wolf 359, which stuns the whole bridge crew. Shelby identifies three starships as the Tolstoy, the Kyushu, and the Melbourne, the same ship Riker had been offered. Riker's heavy heart grows heavier with the notion that thousands of Starfleet officers and their families have been killed in only a matter of minutes by the Borg.

Data is able to track the course of the Borg ship and Riker orders a course to intercept and for Shelby to prepare her plan to separate the saucer section upon discovery of the Borg. Shelby reminds Riker that she had briefed Picard on that plan so it is doubtless the Borg will be prepared for it. Riker is unconcerned as he is counting on the Borg being ready for it. Shelby knows Riker has a plan and orders Wesley, Cartaino, and Gleason to the battle bridge. Before making his way to there, Riker assigns Worf and Data a special mission…

The Borg ship drops out of warp as the Enterprise approaches. Riker, now on the battle bridge, with Wesley at the helm, Gleason at ops, Cartaino at a duty station, and an operations officer at tactical; stalls for time with fake negotiations with Locutus. Locutus knows this is merely deception at play and turns to leave while Riker appeals to his other half and wants him to trust him implicitly. Locutus demands that they disarm all their weapons and escort them to Sector 001, but Riker cuts him off mid-sentence. The ruse allowed Gleason to pinpoint the source of their transmission and can put them 30 meters from it. As expected, the electromagnetic field has been adapted to prevent main transporter function. Data and Worf proceed as discussed and activate their emergency transporter armbands. Resuming negotiations, Locutus warns that their delay will not be successful and they will be destroyed if they intervene. Riker throws down the gauntlet defiantly telling Locutus to take their best shot as they're intervening, and signals to Cartaino to close communications. Knowing that the Borg has access to the Enterprise's subspace communications through Picard, he resets them using Scrambler Code: Riker-One, and orders the Enterprise to separate.

"Then take your best shot Locutus, cause we are about to intervene …"

After separation, both ships open fire at the cube with a combined phaser and photon torpedo attack to no avail. The Borg fires their tractor beam at the stardrive section, but Riker evades the attack. Wesley reports the Borg are completely ignoring the saucer module as a smile plays on Riker's lips – "just as you should, captain." Picard is aware that the battle section of the Enterprise carries the main armaments and therefore the larger threat to the Borg and that's where they will concentrate their attack. To that end, Riker orders Shelby aboard the primary hull to fire an antimatter spread. Aboard the Borg ship, Locutus reacts with puzzlement as this is an unexpected manoeuver from the Enterprise and turns his attention toward the saucer section. In the main shuttlebay, Data and Worf launch and head towards the Borg vessel with the antimatter spread masking the engine signature from their shuttlecraft. However the Borg then focus within the antimatter spread as they are picking up the ionization trail from the shuttle. Riker advises to take her in unpowered. The shuttle is able to penetrate the Borg electromagnetic field by coasting through it, allowing Data and Worf to beam to the cube.

"Mission accomplished, we have him!"

They locate Locutus, but come under attack almost immediately. Neutralizing five Borg with their adaptive hand phasers, they race to Locutus; while Worf restrains him, Data incapacitates him. They then engage their transporter armbands and beam back to the shuttle with Locutus and get clear of the electromagnetic field. Once cleared, Riker orders O'Brien to beam them back to the Enterprise shortly before the shuttle itself is blown away. The only reaction on the successful operation is Riker grinning that his strategy worked flawlessly.

Shelby reports that the saucer section's impulse engines have been damaged and they are disabled. Gleason detects the Borg ship is beginning to increase power as Riker prepares to move in with the stardrive section to draw their fire from the Borg. However, rather than fight the stardrive section and the now-vulnerable saucer section, the Borg resume their course toward Earth. On the re-connected Enterprise, Locutus is revived in sickbay despite Dr. Crusher's request to study the assimilation process. Locutus chastises Captain Riker for putting the whole ship at risk to save just one person, a strategy that he claims Picard would never have approved of and that the abduction will have no impact on the Borg's mission of conquest. Raising his cybernetic arm extension draws a reaction from Worf by pointing his phaser at him, but Locutus reassures him he intends no harm, a statement he reiterates twice, as though Picard's Human half is appealing to his alter ego. He states he will simply continue to serve as the voice of the Borg on board the Enterprise while the cube continues on without any more diversions to Earth where they will force the Federation's unconditional surrender.

Data discovers, using multimodal reflection sorting, that a series of subspace signals form the basis of the Borg Collective, emanating between Locutus and the Borg ship, which Beverly theorizes is how the Borg are controlling him. Data elaborates that he believes these signals form the basis for the Borg's collective consciousness. Riker suggests simply blocking them but Data advises against it as it had been observed when the Borg boarded the Enterprise over a year previously that when injured Borg have key components removed from them, they immediately self destruct and that cutting Locutus off from the collective could be fatal to Picard. Riker declares that they must find out what Picard knows about the Borg as it is obvious that without that information, the Enterprise will be unable to destroy them. Dr. Crusher believes she could restore Picard's Humanity through microsurgery, which she could perform, but she cannot possibly attempt it as long as the Borg implants are functioning. Data, however, suggests that his positronic brain could possibly connect with Picard's machine half to gain access.

Locutus surveys sickbay for people and technology to assimilate. He coldly advises Worf that the Klingons will also be assimilated, to which Worf replies that the Klingon Empire will never yield. Locutus is a bit mystified as to why the Borg are being resisted; in their view, they only want to raise the quality of life for all species. Worf retorts that the Klingons like themselves just they way they are. Locutus blasts Worf's defiant tone, stating such vision is narrow, and that all would become one with the Borg. His attention turns to Data, whom he regards as a "primitive artificial organism" and who will become obsolete once the Borg assimilates the Federation. While he is focused on Data, Dr. Crusher quickly incapacitates Locutus with a hypospray and Worf assists Data to take him to his cybernetics lab. Riker then gets word that the Borg has entered Sector 001.

Still in pursuit, the Enterprise receives word from Jupiter Outpost 92 of visual sighting and planetary defenses are responding, but Shelby doubts its effectiveness. What's more the Borg cube is 27 minutes away from Earth and they're 42 minutes away from the Borg. With such a large gap and little time to waste, Data begins to interface with Locutus. His team consists of Dr. Crusher monitoring Locutus/Picard's medical condition, while O'Brien is doing the equivalent for Data and CounselorTroi is to empathically determine if they are reaching Picard or vice versa, and notes that he doesn't know what to do if there's a problem – this is his first time attempting this. He makes a first connection but fails to get access, nor does Troi sense anything.

As the Borg cube breaks through the Mars Defense Perimeter, the Enterprise arrives at Sector 001 but is still 23 minutes behind. After unsuccessfully attempting to establish a second neural link, Data succeeds in the final attempt, establishes a net and gathers information on the Borg itself. As he processes the information he is receiving, and gathering fascinating insight into the Borg group consciousness; Locutus becomes aware of what Data is doing and attempts to break out of the connection by using his mechanical spinning dissection blade on the circuits, but his mechanical arm is grabbed by Data who, with his android strength, overpowers Locutus, ripping the blade unit out of its socket.

"It's him! It's Picard!"

As Locutus contemplates his missing appendage, Beverly and O'Brien detect increased neural activity in Picard. They suggest the Borg may be trying to sever their link which Data rules out, but he cannot explain what is causing the increased neural activity. Troi can feel that it is Picard himself that is breaking through the Borg's collective mentality and establishes contact with Data by reaching out and grasping his wrist. At this point, the Borg ship halts its approach to Earth as Dr. Crusher realizes the Borg's Achilles' heel: their inter-dependency. Riker is uncertain what she means, but she explains: since Picard is part of their collective consciousness now, disconnecting him from that would be like asking a Human to sever an arm or a foot, which would be impossible. Riker realizes now that since they operate so collectively, if one Borg does something, they all must do it and orders Data to implant a command into Picard's connection with the Borg's collective consciousness to disarm all their weapon systems. The Enterprise intercepts the cube, now in orbit of Earth. The Borg engages the Enterprise in a final battle with the intent to finish them off and prevent Data from gaining access. The Enterprise opens fire with their entire weapon arsenal but still cannot affect the Borg. Data reports that he cannot access the weapons or power systems as all critical Borg pathways are protected; Shelby and Riker realize they have no options left and orders Wesley to plot a collision course into the Borg ship to destroy them and orders La Forge to prepare to go to warp speed. Picard fights through the collective consciousness to tell Data one word: "Sleep". Dr. Crusher takes this to mean that he's exhausted, but Data realizes that he is cluing them into a possible course of action. The Borg fires their cutting beam on to the hull as Riker prepares to order Wesley to engage the warp drive when Data's voice comes over the intercom and advises Riker to standby as he has discovered that the Borg regeneration cycle sub-command path is considered by the collective to be a low priority system and may be accessible to him. The Borg, sensing what Data is doing, intensifies their attack on the Enterprise's engineering section, causing an outer hull breach and decompression danger. Riker implores Data to hurry as he cannot delay his suicide run any longer lest the Borg destroy the Enterprise first. Suddenly, the Borg's attack ceases. A bewildered Riker asks Data what has happened. Data explains that he was able to access the Borg's regeneration sequence and effectively put them all to sleep. Worf confirms that the Borg ship is running minimal power and their electromagnetic field is no longer in effect.

The Borg cube self-destructs

On Riker's order, Shelby leads an away team consisting of Worf and Gleason to the cube to investigate. Shelby confirms that the entire ship is in a regeneration mode and that the Borg are completely dormant. Riker inquires how long they can potentially keep them in this condition but Worf's tricorder readings are fluctuating rapidly. Shelby realizes that Data's command has caused the Borg's power net to feedback on itself and has triggered a self-destruct sequence. Shelby questions if Riker wants them to attempt to disarm it. While Dr. Crusher is uncertain what the destruction of the Borg vessel will do to Picard and Data suggests the advantages of closer examination of the Borg and their ship, Riker decides not to tempt fate and orders the away team returned and the Enterprise moved away. Explosions on the Borg ship begin to erupt, causing Picard to convulse. The Enterprise speeds away as the Borg ship explodes over Earth, ending the threat of the Borg, at least for now…

In the lab, Picard begins to return to normal as his Borg implants begin to shut down. As Troi asks him how he feels, Picard warily eyes his prosthetic arm extension and replies "almost Human" and ruefully complains of a mild headache. Dr. Crusher is confident that removing the Borg hardware will not pose a problem. Captain Riker asks him how much he remembers and Picard replies that he remembers everything, with a glint of admiration for some "brilliantly unorthodox strategy from a former first officer of mine."

As the Enterprise prepares to dock at Earth Station McKinley for five or six weeks of repair and refit, Picard, with bandages on his head, is back in uniform and at his desk in the ready room. Shelby requests permission to disembark from Captain Riker, who defers to Picard, thus relinquishing command back to him. Picard grants her request and commends her on being promoted to the head of Starfleet's task force in charge of rebuilding the fleet. Shelby is confident to have it back up in less than a year. She also coyly suggests to Riker that he would have his choice of any Starfleet command, but, Riker politely tells her (and Picard) that his career plans are his own business, but appreciates having options. As Riker leaves to take the Enterprise to Station McKinley and resume his duties as first officer, Picard attempts to return to the PADDs strewn on his desk and his usual cup of Earl Grey tea. But a haunted look plays on his face as Picard realizes that no matter how much he tries to go back to his normal life, nothing will ever be the same for him again. He silently goes over to the ready room's window and looks out at Earth in the dark sea of space, forever changed; reflecting on how close he had come to being the instrument of Humanity's demise…

"The knowledge and experience of the Human, Picard, is part of us now. It has prepared us for all possible courses of action. Your resistance is hopeless… Number One."

- Locutus, to Riker

"I never met anyone with more drive, determination or more courage than Jean-Luc Picard and there is no way in hell that he would assist the Borg. I want that clear!"

- Admiral Hanson, after Shelby implied that the Borg have Picard's assistance

"As for Picard, a great man has been lost: your captain, my friend."

- Admiral Hanson, eulogizing Picard

"Commander Riker, I hereby promote you to the field commission of captain. The Enterprise is your ship now. Congratulations. I wish the circumstances were different."

- Admiral Hanson, to Commander Riker

"We're no longer just fighting the Borg; we're fighting the life experience they've stolen from Captain Picard. Now how the hell do we defeat an enemy that knows us better than we know ourselves?"
"The Borg have neither honor nor courage. That is our greatest advantage."
"I hope it's enough."

- Riker and Worf

"The fight does not go well, Enterprise. We're attempting to withdraw and regroup. Rendezvous with fleet…"

- Hanson, during the battle of Wolf 359

"Our relationship is beyond friendship, beyond family and I will let him go… and you must do the same. There can only be one captain."

- Guinan, to Riker regarding Picard

"This was his crew, he wrote the book on this ship!"
"If the Borg know everything he knows, it's time to throw that book away. You must let him go, Riker. It's the only way to beat him. The only way to save him."

- Riker and Guinan, regarding Picard

"We will proceed to Earth and if you attempt to intervene, we will destroy you."
"Then take your best shot, Locutus, because we are about to intervene!"

"I will continue aboard this ship to speak for the Borg while they continue, without further diversion, to Sector 001 where they will force your unconditional surrender."

- Locutus

"Worf, Klingon species; a warrior race. You too will be assimilated."
"The Klingon Empire will never yield!"
"Why do you resist? We only wish to raise the quality of life for all species."
"I like my species the way it is!"

- Locutus and Worf

"The android, Data; primitive artificial organism. You will be obsolete in the new order."

There was an atmosphere of anticipation for this episode among Star Trek's fans during the entire three-month summer hiatus between this episode and the first part of the two-parter that had ended the third season. Fans were left wondering about Picard's fate, and the series' production team worked to keep plans for this episode extremely hidden, aiming to retain the suspense for this much-anticipated season premiere. (Star Trek: Fan Collective - Borgtext commentary)

Anticipation for this episode was so great that someone even concocted a fake version of the script that ended up in the possession of some fans and brought Picard back by revealing that his "assimilation" had merely been a prank by the Q. (Star Trek: Fan Collective - Borgtext commentary)

Michael Piller preferred not to plan too far ahead before writing a script, and had not expected to return to the TNG production team himself. Because of this, he waited until after his contract was signed before beginning to consider how he would write himself out of the seemingly unsolvable cliffhanger that the previous episode had ended with. (Captains' Logs: The Unauthorized Complete Trek Voyages) Specifically, he waited until he returned to the Paramount lot in late July 1990 before sitting down to wrap up the story. (Star Trek: The Next Generation Companion)

Michael Piller initially struggled to come up with a solution to resolve the previous installment's cliffhanger. On 22 January2002, Piller recounted, "I had created an unsolvable problem. And to be honest with you, as I started writing the second part of the cliffhanger – that was supposed to resolve the story – I just didn't know what it was going to be, that was ultimately going to beat them." (Mission Overview, TNG Season 4 DVD special features) Brannon Braga joined the writing team of TNG while Piller was struggling with this aspect. "I walked into the Hart building [on the Paramount lot] in the morning and Michael was rewriting 'Best of Both Worlds, Part II'," Braga remembered. "He introduced himself and said 'I'm trying to figure out how to beat the Borg. I have no idea how to do it.'" (Cinefantastique, Vol. 25/26, No. 6/1, p. 86)

Piller preferred that the Borg would be defeated not by sheer strength but by ingenuity from Picard's Human insight. Like Picard, Piller sought to defeat the group of formidable villains by determining an unexpected and subtle weakness, ultimately settling on the solution of putting the Borg to "sleep". (Star Trek: Fan Collective - Borgtext commentary) The notion of using the Borg's interdependence as their vulnerability suddenly occurred to Piller a mere two days before filming on the episode was scheduled to start. (Star Trek: The Next Generation Companion) Commenting on how the characters seemed to suggest the solution to him, Piller stated, "I didn't discover it until the characters did [....] I try to believe in Zen writing; I actually like to stand back as a writer and let the characters speak and listen to them and I'll sort of like take notes, while they're talking. Well, that's what happened in 'Best of Both Worlds, Part II'. We got to the scene where they had to solve the problem. Time was running out, there was only ten minutes left in the show. And, um, finally, they came up with the answer that the Borg's strength was also their weakness, that their… interdependence was their strength, and interdependence could lead to their defeat. And I was just… I can remember the smile on my face when I heard that. I said, 'Oh, that is cool!' And that's how we ended it." (Mission Overview, TNG Season 4 DVD special features)

The fact that this episode had to be somewhat bound to the previous installment was not particularly conducive to Michael Piller. He explained, "Part Two had to deliver the goods promised by Part One [....] It has to have the battles and all the stuff I don't like writing." (Captains' Logs: The Unauthorized Complete Trek Voyages)

Of how this episode continued the gradual transformation of the relationship between Picard and Riker, Michael Piller remarked, "The issue of whether or not [Riker] was big enough to fill the center chair […] led to the second part, which is the master versus pupil dynamic we set up." (Captains' Logs: The Unauthorized Complete Trek Voyages)

The scene wherein Locutus insists to Worf that the Borg will raise the quality of life for all species by assimilating them into the Borg Collective was an effort by Michael Piller to help explain the Borg's motivation for attempting galactic conquest. Piller also tried, by suggesting that the Borg believed they were motivated by a greater good, to help make the Borg more believable villains and accentuate their coldblooded evilness. (Star Trek: Fan Collective - Borgtext commentary)

Because showing the Battle of Wolf 359 in this episode would be prohibitively expensive, Michael Piller chose to feature only the aftermath of the battle in his script, creating a memorable scene in the viewers' imaginations by deciding to show the drifting wreckage and stunned reactions, upon viewing the carnage, of the Enterprise's bridge officers. (Star Trek: Fan Collective - Borgtext commentary)

Explaining Picard's disturbed reflection on his ordeal at the conclusion of this episode, Michael Piller stated, "It was my intention to wrap up the two parter with the feeling that although everything is solved, life isn't so smooth and a man does not walk away from something like that and go back to work without having a little extra flashback nightmare. It's just that little uncertainty, the moment of discomfort that I wanted to leave the audience with." (Captains' Logs: The Unauthorized Complete Trek Voyages)

This episode finally quashed rumors, which had circulated over the summer, that the strong-willed Shelby would become a regular character, in the wake of Wesley Crusher's (and actor Wil Wheaton's) departure from the series, later in the fourth season. (Star Trek: The Next Generation Companion)

The Star Trek: The Next Generation Companion notes that this episode is highly female-centric; it is Dr. Crusher who determines the Borg's fatal flaw, and Troi who realizes that Picard is attempting to fight through his Borg programming. According to Captains' Logs: The Unauthorized Complete Trek Voyages, Michael Piller was intent on servicing even the lesser-used members of TNG's ensemble, including Troi, from the beginning of the fourth season onwards. As such, he had Troi "make some critical contributions to the solutions or problems."

The script drafts of this episode were closely guarded. So that Paramount could easily learn more about what had happened if any of the scripts made their way into unauthorized hands, early script drafts were secretly numbered by changing the designation of the Jupiter station in each script copy. All copies of the final draft script, however, referred to Outpost 92. (Star Trek: Fan Collective - Borgtext commentary)

In this episode's story outline, Michael Piller stated, "This is a story about Riker and Picard's relationship. It is a rite of passage all men face – the son who must discover his own strength and power… and, in order to do so, must vanquish the father upon whom he depends and dearly loves."

According to Michael Piller, some of the "master versus pupil dynamic" between Picard and Riker was "cut out of Part II for length, including a scene between Riker and Troi where Riker expresses his concerns and doubts about Picard. We lost a little character to justify all the action that had to go in there." (Captains' Logs: The Unauthorized Complete Trek Voyages)

Although the two parts of "The Best of Both Worlds" are depicted as taking place roughly within the same few days, subtle changes were made (such as to sets and costumes) during the hiatus between production on the pair of episodes. Thus, when the second episode begins, minute details seem to have miraculously changed in the blink of an eye; most noticeably different are the lighting on the main bridge set and the hairstyles of performers Jonathan Frakes, Gates McFadden and Michael Dorn as Commander Riker, Dr. Crusher and Lt. Worf respectively.

The bridge from which Hanson contacts the Enterprise at the end of the episode's first act was another reuse of the Enterprise-D's battle bridge from this episode, their only difference being that Hanson's bridge included a red alert graphic, prominently displayed to the left of the admiral. (Star Trek: Fan Collective - Borgtext commentary)

Although the Star Trek: The Next Generation Companion claims that the engineering lab where Locutus is examined was one of a number of redresses – through the years – of the old movie bridge of the Constitution-classEnterprise, the text commentary for this episode (by production staffers Michael and Denise Okuda) states that the set was one of numerous redresses of Counselor Troi's office, which had been built across from the entrance to the transporter room set and had specifically been designed – by Production Designer Richard James – for multiple reuses. Despite having no mention of the Enterprise bridge, the text commentary lists the set's other uses as the kitchen of the USS Enterprise-A in Star Trek VI: The Undiscovered Country, the Enterprise-D's barbershop, nursery and stellar cartography lab, as well as a Romulan governmental office in TNG: "Unification II". The engineering lab had previously featured in TNG: "The Offspring" – in which case, it had been a redress of the battle bridge set – but, apparently, the reason why the counselor's office was instead used here was that the battle bridge itself was required for this episode.

The cylindrical work chamber at the center of the cybernetics lab appeared not only in this episode but also in "The Offspring"; the apparatus was actually reused here. Also in this case, the set of the cybernetics lab included curved upper wall pieces featuring white backlit rectangles that were likely the oldest part of the set, as they had originally been made for the Engineering set of the Enterprise that had been planned to feature in the aborted Star Trek: Phase II series project. A large work unit in the room was originally created for a medical lab of the Enterprise-D, as seen in TNG: "Home Soil". (Star Trek: Fan Collective - Borgtext commentary)

A small control pad was added next to the viewscreen in the Enterprise's observation lounge for this episode, having been absent in the previous part of the two-parter. The pad was stolen by thieving souvenir hunters, despite the presence of two full-time security guards assigned to the series, and was replaced in not exactly the same position it had been in. As a result, the pad is positioned lower down in close-up shots of the screen but about halfway up the side of the screen in longer shots. (Star Trek: Fan Collective - Borgtext commentary)

A flashing Borg hand-tool that can be seen being used by a Borg standing over the newly assimilated Picard, in the second scene of this episode's first act, was originally built as a medical instrument for Dr. McCoy in Star Trek V: The Final Frontier. This episode was one of several in which the prop was reused, owing to the fact that Star Trek's property masters liked its shape. (Star Trek: Fan Collective - Borgtext commentary)

Rick Sternbach's design notes regarding the restoration of Picard in this episode

To create Locutus' Borg suit, Costume Designer Robert Blackman worked in close collaboration with Make-Up Supervisor Michael Westmore, the latter of whom made the suit's face-pieces from life castings of actor Patrick Stewart. (Star Trek: Fan Collective - Borgtext commentary) On 15 November2001, Westmore recalled the makeup for Locutus: "With Patrick when he was Borgified, he had a lot of skin showing, which we had to make up. He never got fully Borgified, so he wasn't really totally white or had to have, like, the Borg helmet on. Patrick mainly had individual little pieces that were glued on in different parts of his face and then the flesh around it was starting to decay or Borgify in different areas. But it meant wearing a robe and having to sit in a chair for a while." (Departmental Briefing: Production, TNG Season 4 DVD special features) Rick Sternbach worked on the depiction of Picard's restoration from his assimilated appearance as Locutus; Sternbach, in June 1990, created design notes for this sequence. (The Art of Star Trek)

As part of the attempt to maintain anticipation for this episode, production staffers were kept apprised of the episode's progress strictly on a "need-to-know" basis. Everyone who participated in the episode's production was admonished not to discuss the episode with anyone, not even with friends or family. (Star Trek: Fan Collective - Borgtext commentary)

Guest star Elizabeth Dennehy found that, by this episode, she knew how to handle the complicated lines of dialogue and technobabble given to her character of Shelby. She recounted, "I actually had much less to do in the second one than the first. I had the show on tape so I watched it quite a few times before we went back. The hard thing was remaining the same weight between the first and the second one." (Captains' Logs: The Unauthorized Complete Trek Voyages)

When the filming of this episode began, actor LeVar Burton was in hospital for emergency surgery. Consequently, his scenes as La Forge were carefully filmed after the majority of production was concluded; this is why he only appears in close-ups and not in shots with any of the other main performers. Several of his major lines were rewritten for Colm Meaney, which is why Chief O'Brien is one of the main characters who works to restore Captain Picard. [3]

Cliff Bole filmed the scene wherein Riker and Worf share an elevator trip – from one corridor to another – in one continuous shot, using a subtle lighting difference in the corridor set to make it seem as if the turbolift (which did not actually move) had traveled between two different corridors. An alcove at the far end of the corridor is dark when the characters enter the lift but lit when they exit. (Star Trek: Fan Collective - Borgtext commentary)

Another scene was scheduled to include Picard stuntman John Nowak performing a stunt, but the moment was ultimately never shot. Nowak recalled, "In 'Best of Both Worlds, Part II', they had a big stunt planned where they would capture Picard/Locutus, but at the last minute they ran out of time, so I was there, got my four hours of makeup and sat around another 12 hours in the stuff, but never got filmed as the Borg." (Starlog Science-Fiction Explorer, issue #8)

On one evening during post-production for this episode, Michael Okuda was in the TNG art department, and was adding some battle damage to one of the models of the wrecked spaceships for the battlefield scene, when Patrick Stewart – wearing his Borg costume – walked into the department to use its Xerox machine. In response to a puzzled Stewart asking Okuda what he was doing, Okuda held up the ship and jokingly said to the Locutus actor, "Look what you did!" (New Life and New Civilizations, TNG Season 4 DVD special features, [4])

Continuing TNG's groundbreaking use of visual effects technology and artistry as well as the series' pioneering use of motion control visual effects for series television, this episode was the first in which all the video composites and effects – the former of which allowed more effects to be done more quickly and less expensively than with the old optical printers of The Original Series – were created digitally. Although most of the model elements were still shot with traditional film and models, the image assembly was done digitally, providing the effects artists with much more control over their work and bringing higher image quality to the finished effects shots. (Star Trek: Fan Collective - Borgtext commentary)

In another change from previous seasons, the blue tinge to the transporter "shimmer" effect was removed, leaving a white/silver color and smaller, more refined "particles".

In order to show Picard being turned ghostly white by the Borg probe, the color scheme was turned off, making the film black-and-white. Picard's upper garment and mechanical implants were all black in order to disguise the loss of color in the picture. The beam, probe, and probe light were later edited to make their color seem to remain constant.

Gary Hutzel prepares the Constitution-class Enterprise wreck model for this episode's depiction of the battle at Wolf 359

Although this episode depicted the Borg cube in most shots by reusing a three-quarter filming model that had been utilized for both the previous installment and "Q Who", a separate less-detailed model was made to show the cube exploding. The lesser-seen model was designed to break apart easily and was, to represent the cube's innards being blown apart, filled with many model parts and bits of plastic. (Star Trek: Fan Collective - Borgtext commentary) On 7 March2002, Visual Effects Coordinator Gary Hutzel recounted the creation of this model: "The Borg explosion in that shot was, of course, very important. It was a pivotal moment in the show. And it had to be really big. So, we had all set out realizing we needed a spectacular explosion. Dick Brownfield was our effects person on the show, at that time. And he'd pulled out the stops, brought out everything. But as usual, we spent all the money on the pyrotechnics and there was no money left to build the ship. The ship had to be built. There was no money. I mean, I had to build the ship. So, the ship that was used for the pyrotechnics was only about two feet square, as I recall. So Dennis and I ended up sitting on a table and taking basically model-kit parts, stripping all the parts off, taking the little frames – the little plastic frames that they come on – and gluing them to the side of this box […] and then spray-painting it, looking at it and sticking more stuff on, spray-painting it some more until, finally, it looked like the Borg ship. It was a spectacular explosion, and beautifully executed. We got it in the first take." (New Life and New Civilizations, TNG Season 4 DVD special features)

This was also the first episode to establish that shuttlecraft are equipped with their own transporters.

Although the Battle of Wolf 359 is unseen (except for its aftermath) in this episode due to budgetary reasons, portions of the battle were recreated, two-and-a-half years later, for the pilot episode of Star Trek: Deep Space Nine, "Emissary", which – with the bigger budget of a feature-length pilot, and more advanced effects technology – was able to show the battle. In that same episode, the USS Saratoga is established as one of the ships lost at the Battle of Wolf 359, from which Benjamin Sisko makes a lucky escape with his son but loses his wife, who is killed when the ship is dealt a death blow by the Borg cube.

In "The Drumhead", a later episode of TNG's fourth season, AdmiralNorah Satie states that the loss at Wolf 359 was thirty-nine starships and nearly eleven thousand lives. While Shelby estimates, in this episode, that the fleet will be back up in "less than a year" after the battle, Starfleet continues to prove shorthanded all the way up to and including Season 5's "Redemption II".

Worf and Miles O'Brien recall the events of this episode in DS9's own fourth season premiere, "The Way of the Warrior". O'Brien tells Worf that he thought they would all end up assimilated, like Picard, while Worf claims that he never doubted that they would succeed.

In VOY: "Death Wish", it is revealed that, during the final battle, the Enterprise-D truly was the Federation's last line of defense, as Q explicitly states that – had Quinn not saved an ancestor of Riker's during the American Civil War, Commander Riker wouldn't have been around to devise his brilliantly unique strategy. As a result, the Borg would've surely assimilated the Federation.

The seventh season outing "Parallels" showed two different outcomes of the battle via different quantum realities due to Worf's encounter with a quantum fissure. The first was that the Enterprise successfully destroyed the Borg cube but could not rescue Picard, resulting in his death. The second was that the Enterprise failed to stop the cube and the Borg assimilated the entire Federation, with a badly damaged Enterprise one of the last Starfleet ships to have survived four years on the run.

While the Borg force – during this episode – appears to be only one cube, later episodes of Voyager (including "Unity" and "Unimatrix Zero, Part II") indicate that Humans were not only assimilated at Wolf 359 but were also taken back to Borg space (see Riley Frazier and Laura). Additionally, the Borg Queen herself states, in Star Trek: First Contact, that she was present on the cube and survived; she tells Picard not to think in such three-dimensional terms, suggesting that her method of escape may have been or involved time travel.

At the end of this episode, a conversation is held between Shelby and Riker about the future careers of both officers, with Shelby stating that Riker could soon have his choice of any ship in the fleet to captain. In actuality, Riker did not become a captain until over a decade later, in Star Trek Nemesis. Shelby, however, is possibly referenced as a captain in DS9: "You Are Cordially Invited", suggesting that she became a captain before Riker did. However, the Captain Shelby referenced in that episode could be simply another Starfleet officer with the same surname.

While not technically a sequel to this episode, the following episode to air, "Family", dealt with the repercussions of the events seen here, including the repairs to the Enterprise and Picard's personal trauma; the controversial arrangement not to end the storyline of Picard's kidnapping with this season premiere but to extend it into a third episode had been the biggest decision that the writers of TNG had made over the summer hiatus. (Captains' Logs: The Unauthorized Complete Trek Voyages) Star Trek: First Contact later established, however, that Picard never fully recovered from the ordeal of his assimilation.

Whereas Part I originated the saying "Resistance is futile," this second part introduced the phrase "You will be assimilated." This, in turn, creates the popular quote, "We are the Borg. You will be assimilated. Resistance is futile." This quote has been used in various episodes of Star Trek: Voyager.

The film Star Trek: First Contact is a sequel to this two-part episode, and ignores the episodes "I Borg", "Descent", and "Descent, Part II". This is because – when Rick Berman, Brannon Braga, and Ronald D. Moore wrote the script for First Contact – they knew they wanted to use the Borg Collective once again, since those three episodes dealt with individual Borg. It's especially noticeable when Data says to the Queen, "The Borg have a collective consciousness. There are no individuals." Braga and Moore discuss this continuity issue in the commentary for the special edition DVD.

This episode reuses footage from Part I, when Worf and Data neutralize approaching Borg on their vessel, and when the Borg make their final attack on the Enterprise.

During the Battle Bridge scene, Riker orders Gleason to re-set subspace communication to scrambler code "Riker One". This does not match Riker and Gleason's lip movements, which seem to indicate that the original code was "Riker Zero" before being changed in post-production.

This is the last of three TNG episodes to feature a Borg cube, which had been present during the Borg's previous two appearances. The ship design went on to make reappearances in Star Trek: First Contact, DS9 pilot episode "Emissary", and numerous episodes of Star Trek: Voyager.

Despite Locutus' dismissal of Data as a "primitive artificial organism" who would be "obsolete in the new order," the Borg Queen seems to take a far greater interest in Data during the events of Star Trek: First Contact. This is either an inconsistency, an indication that the Borg had reevaluated Data's importance, or was merely an attempt to convince him to surrender the command codes locking out the Enterprise main computer.

While several science fiction publications have voted "The Best of Both Worlds" Star Trek's finest piece and even in some cases one of science-fiction television's finest pieces, Michael Piller and Cliff Bole have both stated that they felt Part II was a letdown after the strong buildup of Part I. (Star Trek: The Next Generation Companion)

Of this episode and the previous installment, Cliff Bole has also stated, "They turned out very well [....] The two episodes really go together, and I wouldn't put it past Paramount to release them theatrically in the foreign market. However, I did think that Part Two's ending was a bit of a cop-out. We ran out of time [....] You would like to do a bigger ending, and not one so claustrophobic that it takes place in the ship's bowels. I don't have an answer for it, but it was just a very quick ending for such a big show." ("Cliff Bole – Of Redemption & Unification", The Official Star Trek: The Next Generation Magazine issue 17, p. 31)

Michael Piller similarly had a mixed opinion of this episode, not only thinking that it wasn't as good as the first part and that "the goods" promised by the earlier episode were – in this follow-up – "not as interesting." He continued by saying, "If you look at it as a two hour movie, it's really quite effective. As an episode by itself, I don't think Part Two really has a lot of character stuff." One of the aspects of this episode's creation that he was extremely pleased about was the way in which he managed to find a means to defeat the Borg threat. (Captains' Logs: The Unauthorized Complete Trek Voyages) Piller also regarded the story as "a show in which Picard became more Human than ever before," involving "huge consequences" and rendering Picard as "a far more interesting character," especially following the scene in which a needle comes towards his eye and a single tear rolls down his cheek. (Mission Overview, TNG Season 4 DVD special feature)

Fellow Star Trek writing staffer Ira Steven Behr agreed, "What was genius was it took Picard, who, compared to Kirk, was an administrator more than an adventurer, and by cutting him off and turning him into a Borg, it kind of gave his humanity back to him." (William Shatner Presents: Chaos on the Bridge)

In summation of his own feelings about working on this episode and its two-parter in general, Rick Berman remarked, "It was a lot of fun to be able to stretch the format and do something that was two hours as opposed to one." (Captains' Logs: The Unauthorized Complete Trek Voyages)

This episode's text commentary states that the episode premiered "to the delight of fans everywhere." The commentary also characterizes this episode's two-parter as a "wildly popular" duology that "proved to be a defining point," not only by setting "the pattern" for subsequent season-bridging cliffhangers but also by helping to define the character of Picard by giving him "an emotional edge, reminding us that even heroes have Human flaws."

This episode won two Emmy Awards. Only four other episodes of Star Trek have won this many. It was nominated for four, a distinction it shares with only three other episodes. It won for Outstanding Sound Editing for a Series and Outstanding Sound Mixing for a Drama Series and was also nominated for Outstanding Art Direction for a Series and Outstanding Achievement in Special Visual Effects. The Emmy for sound editing was the last of four such Emmy wins for the series, with each award having been for an episode from each of TNG's first four seasons. On 31 January2002, Supervising Music Editor Gerry Sackman – who had been among the award's recipients – commented, "The final one was 'Best of Both Worlds, Part II'. That's a terrific action show." (Inside the Star Trek Archives, TNG Season 4 DVD special feature)

Entertainment Weekly ranked this episode (combined with Part I) #2 on their list of "The Top 10 Episodes" to celebrate the 20th anniversary of Star Trek: The Next Generation. [5]

Similarly, Empire magazine cited Part II as the best episode of The Next Generation when they ranked the series #37 on their list of The 50 Greatest TV Shows of All Time. [6]

The book Star Trek 101, by Terry J. Erdmann and Paula M. Block, lists this episode and the previous part of its two-parter as being, together, one of the "Ten Essential Episodes" from Star Trek: The Next Generation.

Following its use in this episode, the Borg set was disassembled, with most of its pieces being stored for use in subsequent Borg episodes. Ultimately, some of the pieces even made their way into ships from other alien planets. (Star Trek: Fan Collective - Borgtext commentary)

This episode turned out to represent the first of multiple times when thieves managed to steal the small control pad that was meant to be situated next to the viewscreen in the Enterprise's observation lounge. (Star Trek: Fan Collective - Borgtext commentary)

The shots of the saucer section and the stardrive section in this episode mark the last time that new footage of the six-foot Enterprise model was shot until Star Trek Generations. However, stock footage of the model continued to be used throughout the series' run.

Despite appearing in only the two-parter of which this episode is half, the character of Shelby later returned in the Star Trek: New Frontier series of novels, which feature her as the first officer of the USS Excalibur and go on to track her career path to becoming an admiral in command of a starbase.

Three seconds of footage could not be located when CBS Digital remastered this episode as part of The Best of Both Worlds (Blu-ray) release. Occurring one hour, one minute into the theatrical edition of the episode, this brief shot was included as an upconverted image from the original standard-definition videotape.